DocuSign, Inc. UK Terms and Conditions for CoSign Services v150701

These Terms and Conditions govern the use of CoSign Service(s) purchased on an Order Form (collectively, the “Agreement”) entered into by DocuSign, Inc., a corporation organized under the laws of the State of Delaware, with its principal place of business located at 221 Main Street Suite 1000, San Francisco, CA 94105 (“DocuSign”) and the Subscriber identified on the Order Form. By signing the Order Form, each party agrees as follows:

1. DEFINITIONS. Capitalized terms not defined in this Section 1 are as defined in the Order Form.

“Account” means a unique account established by Subscriber to enable its Authorized Users to access and use CoSign Service(s) and, where applicable, other CoSign Services or products.

“Authorized User” means any employee or agent of Subscriber, identified by a unique email address and user name, who is registered under the Account, provided that no two persons may register or use CoSign Service(s) as the same Authorized User.

“CoSign API” means the application(s) programming interface that supports interoperation of applications with the CoSign Service(s) and that are governed by the terms of the CoSign Services Developer Bundle License Agreement attached hereto as Attachment 2.

“CoSign Service(s)” means the CoSign products, connectors and/or add-ons; Professional Services, and Support and Maintenance as subscribed to by Subscriber during the Term and subject to this Agreement, as indicated in the applicable Order Form(s) or Work Order.

“Documentation” means explanatory written materials or files that are provided by DocuSign or otherwise made available to you in connection with the Software.

“Equipment” has the meaning set out on the Order Form.

“Order Form” means the schedule that sets forth the pricing, features and options of the CoSign Service(s) selected by Subscriber. An Order Form is not binding until it is duly executed by both DocuSign and Subscriber, at which point it becomes incorporated into and part of the Agreement.

“Professional Services” means any integration consulting or assistance, training, transition and similar ancillary services that are set forth in an Order Form or Work Order.

"Software" means any and all software products subscribed to by Subscriber under this Agreement as specified in an Order Form hereto and delivered to Subscriber, all as developed by or for DocuSign, Inc. and any of its affiliated companies. Any Software delivered to Subscriber hereunder, whether downloaded or delivered on equipment or any form of media, shall be governed by the terms of the End User License Agreement attached hereto as Attachment 1.

“Subscriber’s Application” means the Subscriber’s Application, if any, described in the Order Form with which CoSign Service(s) shall be solely used.

“Support and Maintenance” means the customer support and maintenance services provided to Subscriber in accordance with Section 5.5 of this Agreement.

“Work Order” has the meaning set out in Section 11 of this Agreement.

2. TERM AND TERMINATION

2.1 Term. The term of this Agreement will begin on the Order Start Date and, unless terminated sooner as provided herein, will continue until the Order End Date specified on the Order Form (the “Term”). Except as specifically provided herein, the Agreement shall be non-cancellable during the Term. If either party commits a material breach or default in the performance of any of its obligations under this Agreement, then the other party may terminate this Agreement by giving the defaulting party written notice of termination, unless the material breach or default in performance is cured within 30 days after the defaulting party receives notice thereof.

2.2 Post-Termination Obligations. If this Agreement expires or is terminated for any reason: (a) Subscriber will pay to DocuSign any amounts that have accrued before, and remain unpaid as of, the date of the termination or expiration; (b) any and all liabilities of Subscriber to DocuSign that have accrued before the effective date of the termination will survive; (c) licenses and use rights granted to Subscriber with respect to CoSign Service(s)and intellectual property will immediately terminate; (d) DocuSign’s obligation to provide any further services to Subscriber under this Agreement will immediately terminate; (e) Subscriber shall return any and/or all Equipment and Software to DocuSign; and (f) the parties’ rights and obligations under Sections 6.1, 6.3, 8.2, 9 and 10 will survive. Upon termination of this Agreement by DocuSign for Subscriber’s uncured material breach of this Agreement, Subscriber will be responsible for any costs and expenses incurred by DocuSign to recover any Equipment and/or Software.

3. FEES AND PAYMENT TERMS

3.1 Invoicing. Subscriber will be invoiced as set forth in the Order Form. Unless otherwise specified in an applicable Order Form, the first invoice will coincide with the Order Start Date and, unless otherwise agreed by the parties in writing, all amounts will be denominated in U.S. dollars. DocuSign may assess finance charges equal to the lesser of 1.5% of the unpaid balance per month or the highest rate permitted by applicable law. Subscriber will be responsible for any reasonable attorneys’ fees, costs and expenses incurred by DocuSign to collect any amounts that are not paid when due.

3.2 Payment. DocuSign may accept any partial payment, regardless of any language that would purport to limit DocuSign’s rights to collect further amounts, and without prejudice to DocuSign’s right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to DocuSign may not be withheld or offset by Subscriber for any reason against amounts due or asserted to be due to Subscriber from DocuSign. If Subscriber fails to timely pay any undisputed amounts due under this Agreement, then without limitation of any of its other rights or remedies, DocuSign may suspend performance of those services until DocuSign receives all past due amounts from Subscriber.

3.3 Taxes. Other than income taxes imposed on DocuSign, Subscriber will bear all taxes, duties, VAT and all other governmental charges (collectively, “taxes”) resulting from this Agreement or transactions conducted in relation to this Agreement or the CoSign Services. If Subscriber is exempt from any applicable taxes, it will provide evidence reasonably satisfactory to DocuSign of its tax exempt status, and DocuSign will not include such taxes in its invoices to Subscriber.

4. SUBSCRIPTION PLANS AND USAGE PRICING. CoSign Service(s) is sold on the basis of an annual prepaid subscription, and may be limited by user or other metrics or usage limitations as set forth in the Order Form.

5. SUBSCRIPTION SERVICE AND LICENSE.

5.1 Provision of CoSign Services. Delivery will be F.O.B Origin. DocuSign will provide CoSign Service(s) in accordance with the user manuals. The right to use CoSign Service(s) is limited to the Authorized Users, and Subscriber may not resell CoSign Service(s). DocuSign hereby grants to Subscriber for the Term of this Agreement a non-exclusive, non-transferable license to (a) use the CoSign Service(s) equipment (“Equipment”) for the CoSign Service(s); and (b) copy and use the object code versions of the Software, for the purposes of (i) integrating the CoSign Service(s) with Subscriber’s Application, (ii) using the CoSign Service(s) for Subscriber’s Application, and (iii) supporting the CoSign Service(s). No sublicensing rights are granted or implied. Title to the CoSign Service(s) Equipment and Software shall at all times remain with DocuSign.

5.2 Subscriber Obligations. As a condition for this license, Subscriber shall (i) make all payments when due, (ii) grant DocuSign on-line access to the logs in Subscriber’s CoSign Service(s) instance, (iii) cooperate with DocuSign’s requests to electronically monitor the number of applied digital signatures, and (iv) provide periodic reports in the form requested by DocuSign on Subscriber’s usage metrics.

5.3 Usage and Access Limitations. All software license rights which are not expressly granted are deemed withheld. Without limitation on the foregoing, no rights to the DocuSign source code are granted or implied. Subscriber shall not: (i) adapt, alter, modify, translate, create derivative works of, reverse compile, disassemble, or otherwise attempt to reconstruct the source code of the Software (except to the extent Subscriber may be expressly permitted to decompile under applicable law); (ii) use the Software for any purpose that is not authorized in the Software documentation; (iii) allow use of the Software in any manner that allows internal access to its functionality other than through the functionality of the Subscriber’s systems that incorporate the Software or the Software’s interface (as the same may be enhanced from time to time) published by DocuSign; (iv) allow use of the Software to create digital signatures by any device other than the Equipment; (v) assign, pledge, rent, lease, loan or timeshare the Software to third parties; (vi) obfuscate, remove or alter any of the trademarks, trade names, logos, patent or copyright notices, confidential or proprietary rights notices or legends or other notices or markings on or in CoSign Service(s)or accompanying documentation, without DocuSign’s express prior written consent; (vii) add, or permit any third party to add, any markings, notices or legends to CoSign Service(s)without DocuSign’s express written consent; (viii) publish or otherwise disclose to any third party the results of any analysis, benchmark or other tests on CoSign Service(s) ; (ix) copy any portion of the Software for any purpose not expressly allowed under this Agreement; (x) sublicense or distribute the Software in any manner to any third party; or (xi) in the event the Subscriber’s Application is specifically identified in the Order Form, use the Software for any other application.

5.4 Professional Service. Subscriber may purchase training and additional professional services from DocuSign at DocuSign’s current rates that will be described in greater detail in an applicable Order Form or Work Order.

6.1 Warranty of Title. DocuSign warrants that it has the right, by title, license or contract, to enter into this Agreement.

6.2 Equipment Warranty Remedy. DocuSign is responsible for the working condition of DocuSign supplied Equipment provided to Subscriber under this Agreement. Subscriber must promptly notify DocuSign of the need to either to repair or replace any Equipment which fails during the Term of this Agreement. If any inoperable Equipment must be returned to DocuSign, at DocuSign’s cost, Subscriber will obtain a Return Material Authorization (RMA) number and shipping instructions from DocuSign prior to returning any Equipment for repairs. Transportation charges for the return of the Equipment to Subscriber shall be paid by DocuSign. If DocuSign determines that the Equipment is inoperable due to Subscriber’s negligence or mishandling of the Equipment, Subscriber may be responsible for replacement and/or repair costs at the then prevailing repair rates for the inoperable Equipment that DocuSign receives.

6.3 Equipment Warranty Exclusions. All the above warranties are contingent upon proper use of the Equipment in accordance with DocuSign’s user documentation. These warranties will not apply (i) if adjustment, repair or parts replacement is required because of accident, unusual physical, electrical or electro-magnetic stress, negligence of Subscriber, misuse, failure of electric power environmental controls, transportation, not maintained in accordance with DocuSign specifications, or abuses other than ordinary use; (ii) if the Equipment has been modified by Subscriber or has been repaired or altered outside DocuSign’s factory, unless DocuSign specifically authorizes such repairs or alterations; (iii) where DocuSign serial numbers, warranty data or quality assurance decals have been removed or altered. In no event shall DocuSign be liable for any breach of warranty in an amount exceeding the total amount payable by Subscriber to DocuSign under the Order Form to which the CoSign Service(s) relates. No person, including any dealer, agent or representative of DocuSign is authorized to assume for DocuSign any other liability on its behalf except as set forth herein. Non-payment of any invoice rendered within the payment terms of this Agreement automatically cancels any warranty or guarantee stated or implied.

6.4 Software Warranty. DocuSign warrants that all Software shall operate substantially in accordance with DocuSign’s published specifications and user manuals pertaining to such Software.

6.5 Correction of Program Errors. A breach of the Software Warranty (a “Program Error”), if any, reported by Subscriber must be accompanied or followed by sufficient information to enable DocuSign to reproduce and verify the Program Error including, but not limited to, the input data that generated the Program Error. Once DocuSign has received all such information, if DocuSign is able to reproduce and verify the Program Error, DocuSign shall use commercially reasonable efforts to provide a remedy. Remedies may include, without limitation, providing instructions for Subscriber to cure the Program Error, or delivering a Software patch or update (. In no circumstances does DocuSign represent or warrant that any or all Program Errors can or will be remedied.

6.6 Mutual Warranties. Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against it in accordance with its terms; (b) no authorization or approval from any third party is required in connection with its execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

7. INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS. If notified promptly in writing of any action (and all prior claims relating thereto) brought against Subscriber alleging that Subscriber's use of CoSign Service(s)infringes a United States patent, copyright or other proprietary right, DocuSign will defend such action at its expense and will pay the costs and damages awarded against Subscriber in such action, provided that (i) such claim of infringement arises solely from use of CoSign Service(s)itself, and not as a consequence of CoSign Service(s) combination with any other products or technology, and (ii) DocuSign shall have sole control of the defense of any such action and all negotiations for its settlement or compromise. If a final injunction is obtained in such action against Subscriber's use of CoSign Service(s) or in DocuSign’s opinion CoSign Service(s) is likely to become the subject of a claim of infringement, DocuSign shall, at its option and at its expense, either procure for Subscriber the right to continue using CoSign Service(s); replace or modify CoSign Service(s) so that it becomes non-infringing or accept Subscriber’s return and cancelation of this Agreement. DocuSign shall not have any liability to Subscriber if the alleged infringement is based upon DocuSign’s compliance with Subscriber's designs, specifications or instructions, in which case Subscriber shall defend and hold DocuSign harmless against any expenses, judgment or loss for alleged infringement of any patents, copyrights or trademarks. No costs or expenses shall be incurred for the account of DocuSign without the prior written consent of DocuSign. In no event shall DocuSign’s total liability to Subscriber under or as a result of compliance with the provisions of this Section 7 (“Infringement of Third Party Proprietary Rights”) exceed the sum paid to DocuSign by Subscriber under this Agreement. The foregoing states the entire liability of DocuSign with respect to alleged infringement of any third party proprietary rights by CoSign Service(s) or any part thereof or by its operation.

8. DISCLAIMERS AND LIMITATIONS.

8.1 Disclaimer of Consequential Damages; Cap on Damages.

(i) IN NO EVENT WILL DOCUSIGN BE LIABLE TO SUBSCRIBER FOR (i) REPROCUREMENT COSTS; (ii) SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES; (iii) ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR THE USE OR PERFORMANCE OF COSIGN SERVICE, REGARDLESS OF WHETHER THE CAUSE OF ACTION IS IN CONTRACT, TORT, INCLUDING NEGLIGENCE, OR ANY OTHER FORM.THIS LIMITATION OF LIABILITY SHALL BE APPLICABLE ONLY TO THE EXTENT PERMITTED BY LAW IN THE EVENT OF THE FRAUD (INCLUDING FRAUDULENT MISREPRESENTATION), GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF DOCUSIGN OR IN THE EVENT OF PERSONAL INJURY OR DEATH DUE TO DOCUSIGN’S NEGLIGENCE.

(ii) IN NO EVENT WILL DOCUSIGN’S TOTAL AGGREGATE LIABILITY OF ANY KIND ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF FORUM AND BASIS OF ACTION OR CLAIM (CONTRACT, TORT, OR OTHERWISE), EXCEED THE TOTAL AMOUNT PAYABLE BY SUBSCRIBER TO DOCUSIGN UNDER THE ORDER FORM TO WHICH THE LIABILITY RELATES.

8.2 No Implied Warranties. DOCUSIGN HEREBY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS ON EQUIPMENT OR SOFTWARE INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES AND CONDITIONS OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. Subscriber has no right to make or pass on any representation or warranty on behalf of DocuSign to any third party. The warranties expressly stated in this Agreement are the sole obligation or liability on the part of DocuSign arising out of or in connection with CoSign Service(s).

8.3 Time Bar. No action, whether in contract or tort, including negligence, or any other form of action arising out of or in connection with this Agreement, may be brought by either party more than twenty four (24) months after the cause of action has accrued except that an action for nonpayment may be brought within twenty four (24) months of the date the payment was due.

8.4 DocuSign’s Suppliers. All limitations and exclusions of DocuSign’s liability under this agreement, including without limitation the limitations and exclusions for breach of warranty and for infringement, shall extend to DocuSign’s affiliated companies, subsidiaries, subcontractors and suppliers.

9. CONFIDENTIALITY

9.1 “Confidential Information” means any trade secrets or other information of DocuSign or Subscriber, whether of a technical, business, or other nature (such as DocuSign's software), that is disclosed to the other party (the “Recipient”) and that is marked “confidential,” or, whether or not marked, that a reasonable person would understand to be confidential given the circumstances of the disclosure. Confidential Information does not include any information that: (a) was known to Recipient before receiving it from the disclosing party; (b) is independently developed by Recipient without use of or reference to any Confidential Information of the other party; (c) is acquired by Recipient from another source that did not receive it in confidence from the other party to this Agreement; or (d) is or becomes part of the public domain through no fault or action of Recipient.

9.2 Restricted Use and Nondisclosure. During and after the Term, Recipient will: (a) use the Confidential Information of the other party solely for the purpose for which it is provided; (b) not disclose such Confidential Information to a third party, except on a need-to-know basis to its attorneys, auditors and consultants who are under confidentiality obligations at least as restrictive as contained herein; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.

9.3 Required Disclosure. If Recipient is required by law to disclose Confidential Information of the other party or the terms of this Agreement, Recipient will give prompt written notice to the other party before making the disclosure, unless prohibited from doing so by the legal or administrative process, and assist the disclosing party to obtain where reasonably available, an order protecting the Confidential Information from public disclosure.

9.4 Ownership. Recipient acknowledges that, as between the parties, all Confidential Information it receives from the disclosing party, including all copies thereof in Recipient’s possession or control, in any media, is proprietary to and exclusively owned by the disclosing party. Nothing in this Agreement grants Recipient any right, title or interest in or to any of the disclosing party’s Confidential Information. Recipient’s incorporation of the disclosing party’s Confidential Information into any of its own materials will not render Confidential Information non-confidential.

9.5 Remedies. Recipient acknowledges that any actual or threatened breach of this Section 9 may cause irreparable, non-monetary injury to the disclosing party, the extent of which may be difficult to ascertain. Accordingly, the disclosing party is entitled to (but not required to) seek injunctive relief in addition to all remedies available to the disclosing party at law and/or in equity, to prevent or mitigate any breaches of this Agreement or damages that may otherwise result from those breaches. Absent written consent of the disclosing party to the disclosure, the Recipient, in the case of a breach of this Section 9, has the burden of proving that the disclosing party’s Confidential Information is not, or is no longer, confidential or a trade secret and that the disclosure does not otherwise violate this Section 9.

9.6 Existing Obligations. The obligations in this Section 9 are in addition to, and supplement, each party’s obligations of confidentiality under applicable law and under any nondisclosure or other agreement between the parties.

10. GENERAL PROVISIONS

10.1 Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective only if it is in writing and sent using: (a) certified or registered mail; or (b) insured courier, to the appropriate party at the address set forth on the Order Form, with a copy, in the case of DocuSign, to [email protected]. Either party may change its address for receipt of notice by notice to the other party through a notice provided in accordance with this Section. Notices are deemed given upon receipt if delivered using CoSign Service(s), two business days following the date of mailing, or one business day following delivery to a courier.

10.2 Relationship. At all times, the parties are independent actors, and are not the agents or representatives of the other. This Agreement is not intended to create a joint venture, partnership, or franchise relationship, or give rise to any third party beneficiary.

10.3 Assignability. Subscriber may not assign its rights or obligations under this Agreement without DocuSign’s prior written consent. If consent is given, this Agreement will bind Subscriber’s successors and assigns. Notwithstanding the foregoing, either party may assign this Agreement to a purchaser of its business entity or substantially all of its assets without the other party’s consent, as long as the purchaser is not insolvent or otherwise unable to pay its debts as they become due. Other than the foregoing, any attempt by Subscriber to transfer its rights or obligations under this Agreement will be void.

10.4 Force Majeure. Except for any payment obligations, neither party will be liable for failure to perform any obligation under this Agreement to the extent such failure is a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

10.5 Dispute Resolution. If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (“Dispute”), then, except as expressly provided in this Agreement, the parties shall follow the dispute resolution procedure set out in this Section:

(i) either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documentation. On service of the Dispute Notice, DocuSign and Subscriber shall attempt in good faith to resolve the Dispute;

(ii) if the parties are for any reason unable to resolve the Dispute within 14 days of service of the Dispute Notice, the Dispute shall be referred to the senior managers of each party who shall attempt in good faith to resolve it; and

(iii) if the senior managers are for any reason unable to resolve the Dispute within 14 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR Solve. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party requesting mediation. A copy of the ADR notice should be sent to CEDR Solve. The mediation will start not later than 14 days after the date of the ADR notice. Unless otherwise agreed by the parties, the place of mediation shall be nominated by the mediator. No party may commence any court proceedings, other than to seek injunctive relief which either party shall be entitled to do at any time, in relation to any dispute arising out of this Agreement until 30 days after the appointment of a mediator, provided that the right to issue proceedings is not prejudiced by a delay.

10.6 Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims). The provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods are expressly excluded and do not apply to this Agreement. Any legal action arising under this Agreement must be initiated within two years after the cause of action arises.

10.7 Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.

10.8 Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the grant of any license to Subscriber under this Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

10.9 Entire Agreement. This Agreement is the final and complete expression of the agreement between these parties regarding the CoSign Service(s). This Agreement supersedes, and the terms of this Agreement govern, in relation to the subject-matter and in the absence of fraud, all previous oral and written communications regarding these matters. This Agreement may be changed only by a written agreement signed by an authorized agent of both parties.

The following additional terms and conditions apply to Professional Services, if any, that are made the subject of an Order Form or Work Order.

11. SERVICES, WORK ORDERS AND CHANGE ORDERS

11.1 Services. If and as set out in a Work Order, and subject to the terms and conditions of this Agreement, DocuSign will perform certain Professional Services for Subscriber.

11.2 Work Orders. The specific details of the Professional Services to be performed will be determined on a per-project basis, and the details for each project will be described in a Work Order that is executed by both parties (called the “Work Order” for purposes of the Professional Services). To the extent that an Order Form includes a standard implementation, training, consulting package, such Order Form will constitute a Work Order. Once executed by both parties, each Work Order will be a unique agreement that incorporates the terms of this Agreement and stands alone with respect to all other Work Orders and Order Forms. If there is a conflict between the terms of this Agreement and the terms of a Work Order, the terms of this Agreement will control unless the Work Order states that a specific provision of this Agreement will be superseded by a specific provision of the Work Order.

11.3 Change Orders. Unless otherwise specified in a Work Order, Subscriber may reasonably request in writing that revisions be made with respect to the Professional Services or deliverables set forth in that Work Order (“Change Order”). Within 10 business days after DocuSign’s receipt of the Change Order, DocuSign will deliver to Subscriber a written, revised Work Order reflecting DocuSign’s reasonable determination of the revised Professional Services, deliverables, delivery schedule, payment schedule, and adjusted fees or fee estimates, if any, that will apply to the implementation of the revisions. If Subscriber approves the revised Work Order, then the parties will execute it, and upon execution, the revised Work Order will supersede the then-existing Work Order. If Subscriber does not approve the revised Work Order within 10 business days after its receipt by Subscriber, the then-existing Work Order will remain in full force and effect, and DocuSign will have no further obligation with respect to the applicable Change Order.

12. PERFORMANCE OF PROFESSIONAL SERVICES

12.1 Fees; Project Management. Subscriber will pay DocuSign for Professional Services at rates and under payment terms described in the applicable Work Order (“Professional Fees”). Unless otherwise agreed in the applicable Work Order, Professional Fees will be invoiced in total on the Effective Date of the Work Order (or on the Order Start Date in the case of an Order Form). For each project described in a Work Order, each party will designate a single point of contact within its organization to manage the project (“Project Leader”). The Project Leaders will communicate as necessary to manage the Professional Services to be performed under a Work Order.

12.2 Performance Standard. DocuSign warrants to Subscriber that the Professional Services will be performed in accordance with standard industry practice and the applicable Work Order. DocuSign will complete the Professional Services, including the delivery of any deliverables, in accordance with the schedule of times and milestones specified in the Work Order.

13. TERM AND TERMINATION OF WORK ORDERS. Each Work Order will commence on the specified effective date and will continue until each party’s obligations under the Work Order have been fulfilled or the Work Order is terminated as provided in the Work Order. If any Work Order is terminated in accordance with terms contained in the applicable Work Order, then Subscriber will pay to DocuSign any Professional Fees and all other payment obligations accrued and payable for the Professional Services performed under the terminated Work Order through the effective date of the termination. If a Work Order is terminated for any reason other than for material breach by DocuSign, Subscriber will pay to DocuSign all Professional Fees due under the Work Order had the Work Order not been terminated and had the Professional Services been fully performed in accordance with the schedule then in effect.

14. PROPRIETARY RIGHTS

14.1 Subscriber Materials. Any materials provided by Subscriber to DocuSign specifically for use by DocuSign in the course of the Professional Services (“Subscriber Materials”) will be used and disclosed solely as required to perform the Professional Services. As between the parties, Subscriber will continue to own the Subscriber Materials.

14.2 Inventions. Except as expressly set forth to the contrary in a Work Order, all works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, and information conceived, discovered, developed or otherwise made by DocuSign, solely or in collaboration with others: (a) in the course of performing the Professional Services; or (b) that form all or part of a deliverable provided as part of the Professional Services, whether developed as part of the Professional Services or separately, but excluding Subscriber Materials (as defined in Section 14.1) (collectively, “Inventions”), is and will remain the sole property of DocuSign.

14.3 License Grant. Upon and subject to final payment by Subscriber of all Professional Fees owing to DocuSign, DocuSign hereby grants to Subscriber a nonexclusive, perpetual, worldwide, royalty-free license to use, copy, modify, and prepare derivative works of the Inventions solely for purposes of Subscriber’s internal business operations only. The rights granted to Subscriber in this Section 14 are not assignable or transferable, by operation of law or otherwise, without the advance written consent of DocuSign. Any assignments or transfers in violation of this Section 14 will be void.

This Software License Agreement (“License”) is a legal agreement between you (either an individual or an entity) and DocuSign, Inc. (collectively “DocuSign”) regarding the use of the Software (defined below) that is subject to this License. This License is attached to, incorporated into and governed by the DocuSign, Inc. Terms and Conditions for CoSign Services between DocuSign and Subscriber.

DocuSign permits you to use the Software only in accordance with the terms and conditions of this License.

1. Definitions. The following capitalized terms shall have the respective meanings assigned to them below. Any terms not defined in this Section are as defined in the applicable DocuSign, Inc. Terms and Conditions for Cosign® Services.

“Documentation” means explanatory written materials or files that are provided by DocuSign or otherwise made available to you in connection with the Software.

“Software” means any and all software products subscribed to by Subscriber under this Agreement, including Documentation, as specified in an Order Form hereto and delivered to Subscriber, all as developed by or for DocuSign, Inc. and any of its affiliated companies.

“Third Party Software” means software that may be provided by DocuSign or its agents to you for use solely in conjunction with the Software that is created by a third party, and covered by different license terms.

2. Software License

2.1 For the duration of the Term, DocuSign grants you a personal, revocable, non-exclusive, non-transferable, limited copyright license to install and use the object code version of the Software solely in connection with the CoSign Service, and solely in accordance with the Documentation. Any use of the Software on a stand-alone basis is strictly prohibited.

2.2 Except as otherwise expressly provided in this License or an applicable Order Form, you may install and use the Software (a) for multiple user licenses purchased by a single entity, the Software may be copied by your network administrator solely for use by the individuals authorized by the network administrator, provided that the number of your authorized users is no greater than the number of licenses purchased by you, or (b) for a single user license, you may use the Software on one single computer, at a single location within the territorial boundaries of the country where this Software was delivered to you Unless otherwise expressly permitted hereunder, no other server or network use of the Software is permitted, including, but not limited to, use of the Software: (i) either directly or through commands, data or instructions from or to another computer or (ii) for internal network, internet or web hosting services.

3. Updates. DocuSign or its agents may make updates or new versions of the Software available. Updates and/or new versions of Software may be provided to you subject to additional or different terms, and such terms shall be deemed accepted by you upon installation or use of such version. You acknowledge that failure to timely update the Software may prevent it from functioning, and that DocuSign shall have no liability for such malfunction. Notwithstanding the foregoing, you shall immediately install any update or new version of the Software provided for the purpose of avoiding or resolving a third party claim of intellectual property infringement applicable to a previous version of the Software.

4. Third Party Software. The Software may contain or be distributed with Third Party Software. Information concerning the inclusion of Third Party Software, if any, and the notices, license terms, and disclaimers applicable to that Third Party Software are contained in the Documentation. Except as expressly provided herein, this License does not apply to any Third Party Software identified in the Documentation. Any Third Party Software provided with the Software is for use solely with the Software. Any use of the Third Party Software on a stand-alone basis is strictly prohibited.

5. Intellectual Property Ownership, Copyright Protection. The Software is the intellectual property of, and owned by DocuSign and its suppliers. Without limiting the generality of the foregoing, the structure, organization and code of the Software are trade secrets and confidential information of DocuSign and its suppliers. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this License does not grant you any intellectual property rights in the Software, and all rights not expressly granted are reserved by DocuSign and its suppliers. You agree that upon request from DocuSign or DocuSign’s authorized representative, you will within 30 days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from DocuSign.

6. Restrictions. You will not copy the Software, except to make a back-up copy that is not installed or used on any computer. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software. You will not: (a) modify, adapt or translate the Software; (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law; (c) remove or destroy any copyright notices or other proprietary markings; or (d) rent, lease, sell, loan, sublicense, assign or otherwise transfer this License or your rights in the Software, or authorize all or any portion of the Software to be copied onto another user's computer or server except as may be expressly permitted herein.

7. Term and Termination

7.1 This License will be effective upon the Effective Date, and shall automatically terminate on the earlier of: (i) the expiration or termination of your right to receive the CoSign Service(s); or (ii) DocuSign’s termination of this License, as permitted herein.

7.2 Notwithstanding anything to the contrary herein, DocuSign may (at its sole discretion) suspend or terminate this License if you fail to comply with any term of this License. Upon termination of this License, you shall cease all use of the Software and Documentation and if requested by DocuSign, certify in writing to DocuSign that all copies of the Software have been destroyed or deleted from any and all computer libraries or storage devices in your possession and/or control. DocuSign’s rights and your obligations under Sections 7.2 and 9 through 10 will survive the termination of this License.

8. Feedback. If you provide any feedback to DocuSign concerning the functionality or performance of the Software (including identifying potential errors and improvements) (“Feedback”), you hereby assign to DocuSign all right, title, and interest in and to the Feedback, and DocuSign is free to make unrestricted use of the Feedback without any necessity of payment to you. You represent and warrant that you are the sole owner of the Feedback, or otherwise have the unfettered right or license to make the foregoing assignment.

9. Export Rules. You may not export or re-export the Software without: (a) the prior written consent of DocuSign; and (b) complying with all applicable export and import control laws and obtaining any necessary permits and licenses.

10. Notice to U.S. Government End Users. The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. Copyright 2015 DocuSign, Inc., 221 Main Street, Suite 1000, San Francisco, CA 94105, USA.

This License Agreement is a legal agreement between you (either an individual or an entity) and DocuSign, Inc. (collectively “DocuSign”) regarding the use of the Software (defined below) that is subject to this License to a Developer Bundle created by DocuSign Inc. and its affiliates (collectively “DocuSign”) for implementing access to DocuSign’s digital signature solution known as CoSign® Services. This Developer Bundle may include: (i) the SAPI® toolkit, (ii) the CoSign Agent, (iii) CoSign Code Samples, (iv) CoSign Documentation, (v) any and all other software products made available you under this Agreement (collectively the “Software”), and (v) access to the CoSign hosted sandbox for testing the Developer’s implementation.

1. Grant of License: This is not a sale of the Software. Subject to the terms and conditions set forth in this license, DocuSign grants you (Licensee), a non-exclusive right to use the Software at your facilities within the territorial boundaries of the country where this Software was delivered to you, for the limited purposes of (i) creating interoperability between your products and the CoSign Service, and (ii) copy and distribute to end users components created by or from the Software necessary for interoperability with the CoSign Service, strictly as an embedded feature of Licensee’s products and not as an independent program. Distribution of any portion of this Software to third parties on a standalone basis is strictly prohibited.

2. Updates: DocuSign or its agents may make updates or new versions of the Software available. Updates and/or new versions of Software may be provided to you subject to additional or different terms, and such terms shall be deemed accepted by you upon installation or use of such version. You acknowledge that failure to timely update the Software may prevent it from functioning, and that DocuSign shall have no liability for such malfunction. Notwithstanding the foregoing, you shall immediately install any update or new version of the Software provided for the purpose of avoiding or resolving a third party claim of intellectual property infringement applicable to a previous version of the Software.

3. Third Party Software: The Software may contain or be distributed with Third Party Software. Information concerning the inclusion of Third Party Software, if any, and the notices, license terms, and disclaimers applicable to that Third Party Software are contained in the Documentation. Except as expressly provided herein, this License does not apply to any Third Party Software identified in the Documentation. Any Third Party Software provided with the Software is for use solely with the Software. Any use of the Third Party Software on a stand-alone basis is strictly prohibited.

4. Ownership: The Software is the intellectual property of, and owned by DocuSign and its suppliers. Without limiting the generality of the foregoing, the structure, organization and code of the Software are trade secrets and confidential information of DocuSign and its suppliers. The Software is protected by law, including without limitation the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this License does not grant you any intellectual property rights in the Software, and all rights not expressly granted are reserved by DocuSign and its suppliers. You agree that upon request from DocuSign or DocuSign’s authorized representative, you will within 30 days fully document and certify that use of any and all Software at the time of the request is in conformity with your valid licenses from DocuSign.

5. Restrictions: You will not copy the Software, except to make a back-up copy that is not installed or used on any computer. Any copy of the Software that you make must contain the same copyright and other proprietary notices that appear on or in the Software. You will not: (a) modify, adapt or translate the Software; (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted to decompile under applicable law; (c) remove or destroy any copyright notices or other proprietary markings; or (d) rent, lease, sell, loan, sublicense, assign or otherwise transfer this License or your rights in the Software, or authorize all or any portion of the Software to be copied onto another user's computer or server except as may be expressly permitted herein..

6. License Conditions: All rights, including any rights to sublicense the Software, which are not expressly granted are deemed withheld. Without limitation on the foregoing, no rights to the DocuSign source code are granted or implied. Licensee shall not: (i) adapt, alter, modify, translate, create derivative works of, reverse compile, disassemble, merge or otherwise attempt to reconstruct the source code of the Software; (ii) use the Software for any purpose that is not authorized in the documentation; (iii) allow use of the Software in any manner that allows internal access to its functionality other than through the user interface of the Licensee’s products that incorporate the Software; (iv) create interoperability between the Software and any third party’s products that provide functionality similar to the CoSign Service; (v) assign, pledge, rent, lease, loan or timeshare the Software; (vi) alter the standard “œlook and feel” of the CoSign Service user interface, as implemented by the Software and depicted in its user manuals; (vii) obfuscate, remove or alter any of the trademarks, trade names, logos, patent or copyright notices, confidential or proprietary rights notices or legends or other notices or markings on or in the Software without DocuSign’s express written consent; (viii) publish or otherwise disclose to any third party the results of any analysis, benchmark or other tests on the Software; (ix) copy any portion of the Software for any purpose not expressly allowed under this Agreement; (x) distribute the Software except in the manner expressly allowed under this Agreement; or (xi) impose any fee or added cost on Licensee’s customers or end users for use of any of the CoSign Service functionality.

7. Termination: This License will be effective upon the Effective Date, and shall automatically terminate on the earlier of: (i) the expiration or termination of your right to receive the CoSign Service(s); or (ii) DocuSign’s termination of this License, as permitted herein. Notwithstanding anything to the contrary herein, DocuSign may (at its sole discretion) suspend or terminate this License if you fail to comply with any term of this License. Upon termination of this License, you shall cease all use of the Software and Documentation and if requested by DocuSign, certify in writing to DocuSign that all copies of the Software have been destroyed or deleted from any and all computer libraries or storage devices in your possession and/or control. DocuSign’s rights and your obligations under Sections 7 and 5 through 10 will survive the termination of this License.

8. Feedback. If you provide any feedback to DocuSign concerning the functionality or performance of the Software (including identifying potential errors and improvements) (“Feedback”), you hereby assign to DocuSign all right, title, and interest in and to the Feedback, and DocuSign is free to make unrestricted use of the Feedback without any necessity of payment to you. You represent and warrant that you are the sole owner of the Feedback, or otherwise have the unfettered right or license to make the foregoing assignment.

9. Export Rules. You may not export or re-export the Software without: (a) the prior written consent of DocuSign; and (b) complying with all applicable export and import control laws and obtaining any necessary permits and licenses.

10. Notice to U.S. Government End Users. The Software and Documentation are "Commercial Items," as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §§227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. Copyright 2015 DocuSign, Inc., 221 Main Street, Suite 1000, San Francisco, CA 94105, USA.